Talent Terms of Service

This Terms of Service (“Terms of Service”) governs your (“you” or “your”) use of the online platform, mobile application (“Gygler App”), and related services (collectively, the “Platform”) operated by Gygler, LLC (“Gygler,” “we,” “our,” or “us”).

By registering for an account (“Account”) on the Platform, accepting temporary engagements (each, a “Gyg”) through the Platform, or otherwise using the Platform, you agree to be bound by this Terms of Service. If you do not agree to be bound by this Terms of Service, you are not authorized to register for an Account, accept a Gyg through the Platform, or otherwise use the Platform, and you shall immediately cease use of the Platform. You and Gygler are each also referred to as a “party” and collectively as the “parties” in this Terms of Service.

Please read this Terms of Service carefully before creating an account on the Platform, accepting a Gyg through the Platform, or otherwise using the Platform.

THIS TERMS OF SERVICE IS SUBJECT TO ARBITRATION AS FURTHER DESCRIBED BELOW

Platform Overview

Platform. The Platform connects business clients of Gygler (“Clients”) with freelance service providers (“Gyglers”). Gygler provides the Platform as a technology intermediary to facilitate introductions and payment processing between Clients and Gyglers. The Platform’s sole role is limited to (i) offering a venue for Gygs to be offered by Clients and viewed and accepted by Gyglers; and (ii) acting as a limited payment collection agent for payments to Gyglers.

Gygler not an Employer. Gygler is not a staffing agency and is not an employer of Gyglers. All Gygs are offered, negotiated, and accepted between the Client and Gyglers, and Gygler is not a party to any such engagement. Gygler does not employ Gyglers, and neither the use of the Platform by Gyglers nor the acceptance and/or performance of a Gyg for a Client creates an employment relationship. Gygler is not responsible for vetting Clients or Gyglers and has no responsibility for (i) the legitimacy, quality, or legality of a Gyg; (ii) the performance of the services by Gyglers; or (iii) any acts or omissions by Clients or Gyglers. By agreeing to this Terms of Service, you waive any right to claim now or in the future that you were an employee of Gygler, and you also agree that if any claim or legal action arises asserting that Gygler should have treated you as an employee (for example, a claim for employee benefits, wages, or tax contributions), you will indemnify and hold Gygler harmless from any costs and liability associated with such claim or legal action pursuant to the terms of this Terms of Service.

No Benefits. As a freelance service provider not employed by Gygler, Gyglers are not eligible for and are not provided benefits (such as healthcare or workers compensation) by Gygler. Gygler is also not responsible for withholding taxes on earnings from Clients provided to Gyglers. Some Clients may offer benefits, and those are solely the obligation of such Clients. Gyglers are encouraged to carefully review Gyg postings on the platform for any benefits offered by Clients. Regardless, Gygler is not responsible for providing any such benefits for Gyglers.

Gyglers Control Services Provided. Clients, and not Gygler, are responsible for communicating with Gyglers the services to be provided. Gyglers, and not Gygler, are responsible for controlling how services are provided for Clients. Gyglers are also solely responsible for all certifications, insurance, licenses, permits, work authorizations required for providing services for Clients. Specifically, Gyglers are solely responsible for maintaining, at their own expense, any insurance coverage required to perform services, including, without limitation, occupational accident insurance (or equivalent coverage for work-related injuries) and commercial general liability insurance, in amounts customary for the services provided. Gygler does not provide workers’ compensation, occupational accident insurance, or liability coverage for Gyglers. You acknowledge that Clients also are not responsible for providing insurance coverage for your activities unless expressly agreed to in a separate written agreement between you and the applicable Client.

No Agency. Gygler is not an agent of Clients or Gyglers, and have no authority to bind either in any manner. Likewise, Client is not an agent of Gygler and have no authority to bind Gygler in any manner, and Gyglers are not agents of Gygler and have no authority to bind Gygler in any manner.

Limited Right of Access and Use of Platform

Grant. Subject to this Terms of Service, Gygler hereby grants you, and you hereby accept, a limited, non-exclusive, and non-transferable right to register for an account and electronically access and use the Platform solely as a freelance service provider seeking Gygs posted on the Platform by Clients (“Limited Right of Access and Use”). The Limited Right of Access and Use granted to you is subject to your compliance with this Terms of Service.

Intellectual Property Rights. Gygler owns all right, title, and interest in and to the Platform, as well as the software which powers the Platform. Other than the Limited Right of Access and Use, no other rights are granted to you pursuant to this Terms of Service. All other rights related to the Platform are hereby reserved by Gygler and shall remain owned solely and exclusively in their entirety by Gygler. Nothing in this Terms of Service grants you any right of ownership in or to the Platform. From time to time, you may provide feedback to Gygler regarding the Platform, including, without limitation, usability, bug reports, and test results (collectively, the "Feedback"). Gygler will own all intellectual property rights, title, and interest in and to the Feedback, and you hereby agree not to contest or dispute Gygler’s use of such Feedback for any purpose. To the extent you have any rights in to the Feedback, you hereby grant Gygler an exclusive, perpetual, and irrevocable right and license to use such rights for any and all purposes as designated by Gygler.

Account. You may only register for one (1) Account. You agree to timely update your Account if any of your information changes, such as your name or qualifications. Gygler reserves the right to suspend or terminate duplicate Accounts or Accounts with false information or information that has not been timely updated. All information you provide during sign-up and while using the Platform must be truthful.

Usernames and Passwords. If you register for an Account, then you will receive a username and password from the Platform to access and use the Platform. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY AND USE OF YOUR USERNAME AND PASSWORD. You shall immediately notify Gygler by e-mail of any actual or suspected unauthorized access to or use of your username, password, and/or Account or any other actual or potential security breach involving your username, password, and/or Account. Gygler may, in Gygler’s sole discretion and at any time, require you to change a username or password.

Eligibility Requirements. To create an Account and to use the Platform, you must be at least eighteen (18) years old (or the age of majority in your jurisdiction, if higher) and legally authorized to work in the jurisdiction where you seek Gygs and where you provide services for Gygs. By creating an Account, you represent and warrant that you meet this age requirement and have the legal capacity to enter into contracts. You also confirm that nothing legally prohibits you from performing the services offered.

Use of the Platform. Your use of the Gygler Platform must comply with this Terms of Service and any Gygler policies posted on the Platform (such as community guidelines). You agree to use the Platform only for its intended purpose of finding and accepting Gyg work and not for any illegal or unauthorized purposes. You are responsible for having a compatible device and internet access to use the Platform. All mobile app usage is subject to standard data charges and requirements. Gygler may occasionally require you to verify your identity or eligibility (for example, requesting documentation of your age or work authorization). Failure to comply or providing false information may result in suspension or termination of your Account.

Restrictions on use of the Platform. By agreeing to this Terms of Service, you agree you shall not, and shall not cause or permit others to, do or attempt to do any of the following (collectively, the “Restrictions”):

• access or use the Platform, except as specifically set forth in this Terms of Service;
• access or use the Platform in a manner that violates this Terms of Service;
• access or use the Platform in a manner that violates any applicable law, rule, or regulation;
• assign, sublicense, transfer, or otherwise provide another person with a right to access and/or use the Platform;
• use the Platform for another person;
• allow another person to use your username, password, and/or Account;
• impersonate another person or misrepresent your affiliation with another person or entity;
• upload, post, e-mail, transmit, or otherwise make available through the Platform any content, data, or other information (i) that is false, inaccurate, incomplete, untimely, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or hateful; (ii) for which you do not have a right to make available (publicly or privately); (iii) that infringes any intellectual property right or other proprietary right of any person or entity; or (iv) that contains malware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, interfere with, or otherwise limit the functionality of any computer software, hardware, network, telecommunications equipment, or to otherwise interact with the Platform in a manner not permitted;
• download, copy, publish, modify, tamper with, adapt, translate, reverse engineer, disassemble, decompile, decode, or decrypt the Platform or the software that powers the Platform;
• probe, scan, or test the vulnerability of the Platform;
• create derivative works from the Platform;
• use, remove, alter, obscure, translate, combine, supplement, or otherwise change any screen display, patent, copyright or trademark marking, disclaimer, version or release number, or serial number, which is present in, displayed by, or provided in connection with, the Platform;
• act as a service bureau for third parties or act as an outsource agent or outsource provider for third parties, or otherwise utilize the Platform for the benefit of any third party;
• use any information from the Platform for purposes of monitoring availability, performance, functionality, or for any other benchmarking or competitive purposes;
• enable high volume, automated, or electronic processes through the Platform;
• use any robot, spider, data miner, crawler, scraper, or other automated means to access or index the Platform or content, data or other information associated with the Platform;
• interfere with or disrupt the Platform or servers or networks connected to the Platform;
• violate any requirements, procedures, policies, or regulations of networks connected to the Platform;
• interfere with the use of the Platform by Gygler or other users of the Platform;
• bypass, breach, or disable any technological safeguard, restricted access, or other protection used by, or in connection with, the Platform;
• stalk or otherwise harass any person or entity through the Platform;
• facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize through the Platform;
• use the Platform to collect, store, use, analyze, share, or otherwise process personal data, personal information, personally identifiable information, or any other information which is related to an identified or identifiable natural person, except as (i) allowed by applicable law, and (ii) permitted pursuant to this Terms of Service;
• disclose any information of or provided by Gygler or another user, except as needed to use the Platform in accordance with this Terms of Service; or
• circumvent the Platform or otherwise seek to avoid payment of fees due to Gygler.

Conduct Standards for use of the Platform. As a community marketplace, Gygler expects all users to uphold standards of professionalism, safety, and integrity. By agreeing to this Terms of Service, you promise to conduct yourself in accordance with the following conduct standards (“Conduct Standards”):

• Treat all Client staff, customers, and your fellow workers with respect. No abusive language, harassment, discrimination, or other unprofessional behavior will be tolerated. You must comply with any non-discrimination, anti-harassment, and safety policies of the Client, as well as Gygler’s own community guidelines. Violations of these standards are grounds for termination of your Account and immediate removal from the Platform.
• Do not engage in fraud or dishonesty. This includes accurately recording your hours and tasks, not falsifying time sheets, or “clocking in” for time you did not work. Never misrepresent your qualifications or identity. Theft or misuse of property is strictly prohibited. If a Client provides you equipment or access to their facilities, you must use them only as authorized and not remove anything that is not your personal property. Any form of illegal, dangerous, or harmful activity in connection with your use of the Platform or while on a Gyg is forbidden. This includes possession of illegal substances at a work site, intoxication on the job, violence, or any criminal conduct.
• Follow all safety rules provided by the Client and generally exercise due care in performing your work. If a Gyg requires specific safety gear or procedures (for example, non-slip shoes in a kitchen, or proper food handling protocols), you must comply. Do not do anything that would jeopardize the safety of yourself or others. If you ever feel a task is unsafe, you should alert the Client supervisor immediately. You have the right to refuse to perform a task that you reasonably believe is dangerous or illegal, but you should inform the Client of the situation.
• All communications related to Gygs (before, during, and after) should take place through the Platform. This helps us document agreements and protect both parties. Do not attempt to circumvent the Platform by arranging with a Client to be hired or paid off the Platform for Gygs you discovered on the Platform. Doing so may result in termination of your Account and loss of Platform access. If a Client wants to offer you a full-time job or a direct arrangement, you and the Client must report such arrangement to Gygler via the Platform and appropriate arrangements will be made.
• While you have an Account and for a period of twelve (12) months following your last engagement with a Client you connected with through the Platform, you shall not, directly or indirectly, solicit or accept work from, or enter into any arrangement with, any such Client. If you violate this provision, you acknowledge and agree that, in addition to suspending or terminating your Account, Gygler may (i) recover damages from you, including, without limitation, lost fees; (ii) seek injunctive relief against you; and (iii) seek any other remedies available to Gygler.

Enforcement of Restrictions and Conduct Standards. Gygler reserves the right to investigate and take action on any suspected violations of the Restrictions and/or Conduct Standards. Actions we may take include warnings, suspension of your Account pending investigation, cancellation of upcoming Gygs, or permanent deactivation. We may also contact law enforcement or cooperate with investigations if illegal activity is suspected. Gygler’s determinations on violations of the Restrictions and/or Conduct Standards are made in our sole discretion, based on the information we have gathered. While we strive to be fair, we may act swiftly in the interest of protecting our Platform, Clients, users of the Platform, other Gyglers, and others, and we are not liable for any consequences (such as lost income) resulting from an Account suspension or termination due to your violation of the Restrictions and/or Conduct Standards.

Term and Termination

Term. This Terms of Service will be effective upon your registering for an Account and will continue until the earlier of you close your Account, Gygler closes your Account, or this Terms of Service has been terminated.

Termination. Gygler may suspend or terminate the Limited Right of Access and Use and/or this Terms of Service, without notice, if you materially breach this Terms of Service or if Gygler determines, in its sole discretion, to discontinue or cease providing access to and/or use of the Platform.

Events Upon Termination. Upon the expiration or earlier termination of the Limited Right of Access and Use and/or this Terms of Service, in addition to any remedy Gygler may have, the following will occur automatically and immediately (i) the Limited Right of Access and Use will terminate; and (ii) you shall cease accessing and using the Platform.

Gygs and Relationship Between Clients and Gyglers

• Direct Service Agreement. Each time you accept a Gyg on the Platform, you form a service agreement directly with the Client posting that Gyg. The terms of that engagement (such as duties, location, timing, pay rate, dress code, etc.) are determined by the Client. Gygler is not a party to your service agreement and does not supervise or manage your work for the Client.
• Role of Gyglers. You control which Gygs you accept and decline. When you commit to a Gyg, you shall show up and fulfill that commitment. You are responsible for performing the Gyg in a competent and professional manner, in accordance with all applicable laws, rules, and regulations, as well as the policies and procedures of the Client. If you have any issues or questions with respect to a Gyg (for example, needing a break or clarification of duties), you should address them with the on-site supervisor for the Client.
• Role of Clients. The Client for a Gyg is responsible for defining the job requirements and work conditions, as well as providing any equipment, training, and workplace for a Gyg. The Client is also responsible for specifying the tasks to be done, the start and end time, the workplace location, any training or orientation needed, and who you should report to on site. Once you arrive for a Gyg, you will take direction from the Client’s supervisors. The Client controls the day-to-day work and instructions. All work rules, safety guidelines, and performance expectations at the job site are set by the Client, not Gygler.
• No Gygler Control or Supervision. Gygler does not supervise your work during a Gyg and has no control over how the Client runs its operations. Gygler does not provide you with equipment, training, or a workplace. Gygler does not get involved in issues or questions regarding a Gyg.
• No Guarantee of Gygs. Gygler makes no representation regarding the availability, frequency, or compensation for Gygs. You acknowledge that the opportunity for you to book Gygs will depend on market demand, your qualifications, and the Client’s selection process.
• Ratings and Performance Management. To maintain a trusted marketplace, Clients use the Platform to provide feedback on and rate your performance. The feedback and ratings you receive from Clients contribute to your overall reputation on the Platform. Your aggregate rating may be visible to Clients when you respond to requests for Gygs, as this information helps Clients make informed decisions when selecting Gyglers for Gygs. You acknowledge and agree that a pattern of consistently low ratings may result in (i) reduced visibility for future Gygs; (ii) temporary restriction of access to certain Gygs; and/or (iii) suspension and/or termination of your Account. Gygler reserves the right to suspend or terminate your Account for (i) maintaining a pattern of consistently low ratings; (ii) receiving multiple, credible reports of unprofessional or unsafe conduct; or (iii) failure to appear or failure to appear timely for accepted Gygs. Gygler may, in its discretion, provide notice or an opportunity to respond prior to suspending or terminating your Account, but reserves the right to take immediate action where necessary to protect the Platform, Clients, other users of the Platform, and/or other persons.
• Request for Review. If your Account is suspended or terminated as a result of feedback or ratings, you may contact Gygler support to request a review of the decision. You may provide any additional information or context you believe is relevant. Gygler will review the request, but retains full discretion in determining Platform access eligibility. We strive to be fair, but our priority is maintaining a reliable and safe Platform for all users.
• Disputes between Clients and Gyglers. Any disputes involving a Gyg are to be resolved by you and the applicable Client. Gygler is not responsible for resolving or being involved in the resolution of any such dispute.

Payment Terms

• Displayed Pay Rate. Each Gyg listing on the Platform will include the pay rate offered for that Gyg. This pay rate is set by the Client and is visible to you before you accept the Gyg. By accepting the Gyg, you agree to perform the services for the listed pay rate.
• Platform Service Fee. Gygler charges Gyglers a fee for providing the Platform, generating leads, and offering payment services (“Platform Service Fee”). The pay rate you see is the net amount you will receive. The Client is charged a higher amount, and Gygler retains the difference as the Platform Service Fee. By using the Platform, you agree that Gygler can deduct the Platform Service Fee from the amounts collected from the Client prior to remitting the remaining balance to you.
• Payment Collection Agent and Payment Advance Service. To provide you with a reliable and predictable payment experience, you agree to the following payment structure:
• Limited Payment Collection Agent. You appoint Gygler as your limited payment collection agent for the sole purpose of facilitating payments for Gyg services performed by you. Clients remit payment to Gygler, and Gygler receives and disburses such payments to you, less applicable Platform Service Fees. Payment by a Client to Gygler shall satisfy the Client’s payment obligation to you for the applicable services. Gygler is not the obligor of payment for services and does not guarantee payment except to the extent of funds actually received or advanced pursuant to Gygler’s separate payment services.
• Payment Advance Service. You acknowledge and agree that Gygler’s standard business practice is to provide a financial service whereby Gygler, through its third-party payment partners, advances payments to you for your completed Gygs before Gygler has collected those funds from the Client. This service is designed to benefit your independent business by ensuring prompt and reliable cash flow. The Platform Service Fee retained by Gygler includes the costs and financial risk Gygler undertakes in providing this payment advance service. Any payment advance provided by Gygler is a financial convenience and does not alter the underlying relationship between you and the Client or create any obligation by Gygler to pay for services not funded by or owed by the Client.
• Payout Schedule. Gygler will process payments to you on a regular schedule, typically on a weekly basis for all Gygs completed in the prior pay period. All payments will be made via the method you select in your Account. You are responsible for providing and maintaining accurate payout information.
• Tax Documentation. Because you are an independent contractor, Gygler will not withhold taxes from your earnings. Gygler will report your annual earnings to tax authorities on an IRS Form 1099-NEC as required by law. You are solely responsible for filing and paying all applicable federal, state, and local taxes on your income. Gygler does not provide tax advice. If you have questions about your tax obligations, then consult a tax professional.
• Time Adjustments Proposed by Clients. A Client may review and manually adjust your recorded Gyg times if they believe there is an error. You will be notified of any proposed adjustment through the Platform. You will have forty-eight (48) hours to review the proposed adjustment.
• By accepting the adjustment or by taking no action within the notice period, you agree to the change and will be paid for the adjusted hours.
• If you reject the adjustment, your original recorded time will be honored for payment purposes.
• Gygler is not responsible for reviewing, resolving, or arbitrating disputes regarding Gyg adjustments, and all such matters are strictly between you and the Client.
• Payment Disputes. If a Client raises a good-faith dispute regarding the hours you worked or the quality of your services, then you agree that Gygler may investigate the dispute. Gygler may temporarily place a hold on the payment advance while it gathers information from both you and the Client. If Gygler determines, in its reasonable discretion, that you did not fulfill the Gyg requirements as agreed between you and the Client, then Gygler may adjust future advances or withhold advance amounts pending resolution to reflect the services actually performed. Nothing in this section alters the Client time adjustment process. This provision relates solely to Gygler’s payment advance service. Any remaining dispute about work performed is strictly between you and the Client.

Geolocation and Presence Verification

To support accurate timekeeping and enable Clients to manage coverage, the Platform uses location-based presence verification tools, including geofencing technology.

• Check-In and Check-Out. You agree to check-in and check-out using the Gygler App for each accepted Gyg. The App serves as the primary method for recording time worked for that engagement. You are responsible for ensuring accurate check-in and check-out. If a check-in or check-out is not recorded, you may request a manual time review through Gygler support and provide reasonable verification of hours worked.
• Geofencing and Continuous Presence Verification. For each accepted Gyg, the Platform establishes a geofence, which is a virtual boundary around the designated worksite location. Geofencing is used solely to:
• Confirm arrival at the worksite.
• Verify presence within the scheduled Gyg location.
• Support accurate time records.
• Notify a Client if Gyg coverage may be impacted.
• Maintain marketplace reliability metrics.
• If a device exits the designated geofenced boundary during an active Gyg, the Platform may notify the Client that coverage may be unavailable. Location verification during a Gyg is not used to supervise the manner or means by which services are performed.
• Location Services Requirement. You must enable and maintain location permissions for the Gygler App during check-in, active Gygs, and check-out. Continuous location services during an active Gyg are required for presence verification and time validation. If location services are disabled or interrupted during a Gyg, time records may require review and may impact marketplace reliability metrics. Location verification begins no earlier than thirty (30) minutes before a scheduled Gyg and ends upon check-out. The Platform does not share your home address with Clients.
• Time Review. If location data indicates a discrepancy in recorded Gyg time, the Gyg time may be subject to review through the Platform’s time adjustment process. Repeated misuse of check-in or geofencing tools may result in marketplace access restrictions consistent with this Terms of Service.
• Optional Gyg Notifications. If you opt-in, we will use your device’s location data to notify you about available Gygs near your geographic radius. This feature is optional and may be disabled at any time.
• Biometric Verification (Where Enabled). In certain locations or for specific features, Gygler may offer or require biometric verification (such as facial or voice-based identity checks) to secure Accounts and validate check-in or attendance. Any biometric data collection and use will comply with Gygler’s Biometric Information Policy and Consent and applicable law. Where required, you will receive a separate written disclosure and consent describing the data collected and how it will be used. You may withdraw consent, although doing so may limit access to biometric-enabled features or certain Gygs.

Background Checks and Screenings

• Types of Checks. Clients may require background checks and other screenings for Gyglers. A basic background check may include verification of your identity, criminal record, sex offender registry, driving record, or other job-related screenings. Additional screenings (beyond basic verification) may involve an extra fee paid by the requesting Client or, in some cases, by you. Before you are charged for such additional screenings, your consent will be obtained via an electronic acceptance process.
• Third-Party Providers. Gygler does not conduct background checks and is not a consumer reporting agency. Instead, we partner with third-party background check and screening providers.
• Your Consent. Background checks and screenings will only be conducted with your express consent (which may be by an electronic acceptance process) and you will be informed what types of information are being checked. While you may decline to allow a background check or screening, doing so may make you ineligible for certain Gygs or, in some cases, for continued access to the Platform. By consenting to a background check or screening, you authorize Gygler to share your information with the third-party provider performing the background check or screening and to share the results with the Client that requested the background check or screening.
• Privacy and Use of Information. Gygler will handle any personal data collected in a background check or screening according to our Privacy Policy and applicable law. Background check information will only be shared with the third-party provider performing the background check or screening and the Client that requested the background check or screening. Such information will only be used to determine your eligibility to be engaged for a Gyg with the requesting Client. You will be notified of results and, where required by law, any adverse action taken based on the results. If you believe a background check or screening report contains errors, you will have the opportunity to dispute the report through the process provided by applicable law.
• Continuing Compliance. Some Clients may periodically require updated background checks or screenings. You agree to notify Gygler promptly if any relevant information changes. Keeping such information current is important for workplace safety and trust.

Personal Information and Other Data

Personal Information. Personal data, personal information, personally identifiable information, or any other information which is related to an identified or identifiable natural person that is collected by Gygler through the Platform (“Personal Information”) is governed by this Terms of Service and Gygler’s Privacy Policy (“Privacy Policy”). As between you and Gygler, you will own your Personal Information; provided, however, you hereby grant Gygler a worldwide, royalty-free, perpetual, and irrevocable right and license to use your Personal Information to (i) provide you with access to and use of the Platform; and (ii) provide your Personal Information to Clients for purposes of matching you with Gygs and matters related to those Gygs, such as paying you for Gygs.

Non-personal Data. Non-personal information provided by you that is collected through the Platform (“Non-personal Data”) is governed by this Terms of Service and the Privacy Policy. You acknowledge and agree that (i) Gygler owns all right, title, and interest in and to the Non-personal Data; and (ii) you do not own or have any right in or to the Non-personal Data

Analytical Data. Non-personal information analytical data about your use of the Platform that is collected by Gygler through the Platform (“Analytical Data”) is governed by this Terms of Service and the Privacy Policy. You acknowledge and agree that (i) Gygler owns all right, title, and interest in and to the Analytical Data; and (ii) you do not own or have any right in or to the Analytical Data.

Aggregated Data. You hereby acknowledge and agree that Gygler may create de-identified and aggregated data from your Personal Information which cannot be used to identify you or any other natural person (collectively, the “Aggregated Data”). You acknowledge and agree that (i) Gygler owns all right, title, and interest in and to the Aggregated Data; and (ii) you do not own or have any right in or to the Aggregated Data.

Non-Personal Information. Non-personal Data, Analytical Data, and Aggregated Data are collectively referred to as “Non-Personal Information” and is governed by this Terms of Service and the Privacy Policy.

Disclosure of Data. To the extent legally permitted, as determined in the sole discretion of Gygler, Gygler may access, use, and/or disclose Personal Information and Non-personal Information from you to (i) comply with a legal obligation to you; (ii) protect the use of the Platform; (iii) protect the rights, property, or safety of other users of the Platform, Gygler, or third parties; (iv) prevent, investigate, or identify possible wrongdoing in connection with the Platform; (v) enforce the policies, procedures, and rights of Gygler; or (vi) comply with applicable law, including, without limitation, responding to a subpoena or request from law enforcement, court, or a government agency.

Data Disclaimers. While Gygler works diligently to collect Personal Information and Non-personal Information from you, you are solely responsible for accuracy, completeness, and timeliness of the Personal Information and Non-personal Information you provide through the Platform. Variations in Personal Information and Non-personal Information may occur due to factors outside the control of Gygler, including, without limitation, inaccurate, incomplete, or untimely Personal Information and Non-personal Information provided by you through the Platform or corruption or delays caused by Internet transmissions. You acknowledge and agree that Gygler is not responsible for issues caused by or otherwise related to variations in Personal Information and Non-personal Information that occur due to factors outside the control of Gygler. You are encouraged to use discretion and consider the inherent variability in conditions when providing Personal Information and Non-personal Information through the Platform. By accessing and using the Platform, you acknowledge and accept the inherent uncertainties in data and the possibility of delays in delivery and corruption of data that can be caused by Internet transmissions. You, and not Gygler, incur all risk associated with accurately, completely, and timely providing Personal Information and Non-personal Information via the Platform.

DMCA

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to:

Gygler has adopted and currently implements a policy of terminating, in appropriate circumstances, the accounts of users who are deemed repeat infringers or who are repeatedly charged with infringement.

Links

As a convenience to our users, the Platform may provide, or third parties may provide, links to third-party websites or resources. The linked websites are not under our control, and we make no representations as to the quality, suitability, functionality, or legality of any such websites or resources. You acknowledge and agree that Gygler is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for the terms and conditions of use, privacy policy, practices, and any advertising, products, services, or other materials on or available from such websites or resources. You further acknowledge and agree that Gygler shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on such terms and conditions of use, privacy policy, practices, and any advertising, products, services, or other materials available on or through any such site or resource. You hereby waive any claim you might have against Gygler with respect to such websites or resources. We encourage you to be aware of when you leave our Platform and to read the terms and conditions of use and privacy policy of each website you visit. If you have a question about the terms and conditions of use, privacy policy, practices, or content of a third party website, please contact the applicable third party directly.

Messages and Alerts from Gygler

Gygler and/or third-parties may occasionally, consistent with our Privacy Policy, send e-mails and/or SMS text messages to you containing advertisements or promotions. You agree, according to our Privacy Policy, to receive such advertisements and promotional messages, as well as certain periodic communications from Gygler, including, but not limited to, newsletters, content, updates, and announcements, and that these communications are considered part of the Platform.

BY USING THE PLATFORM, YOU HEREBY GIVE GYGLER, AND ITS SERVICE PROVIDERS, EXPRESS CONSENT TO CONTACT YOU ON YOUR TELEPHONE, INCLUDING, BUT NOT LIMITED TO, LEAVING YOU VOICE MESSAGES AND SENDING YOU TEXT MESSAGES, AND TO SEND YOU E-MAILS, WITH INFORMATION AND OFFERS RELATED TO THE SERVICE AND/OR YOUR USE OF THE SERVICE, INCLUDING ADVERTISING AND PROMOTIONAL INFORMATION. BY USING THE PLATFORM, YOU ARE ALSO EXPRESSLY AGREEING TO RECEIVE FUTURE CALLS, TEXT MESSAGES, VOICE MAILS, AND E-MAILS THAT DELIVER ADVERTISING AND TELEMARKETING MESSAGES THAT ARE GENERATED THROUGH AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AUTO-DIALER, AND ARE CONSENTING TO RECEIVING MESSAGES THAT COME VIA AN ARTIFICIAL OR PRE-RECORDED VOICE MESSAGE OR THAT COME IN THE FORM OF A MASS TEXT MESSAGE MAILER. THE TERMS OF THIS PROVISION ARE NOT A CONDITION OF YOUR USE OF THE SERVICE OR REGISTRATION FOR THE SERVICE. THIS PERMISSION CONSTITUTES PRIOR EXPRESS WRITTEN CONSENT UNDER THE TELEPHONE CONSUMER PROTECTION ACT. THIS CONSENT APPLIES EVEN IF YOU ARE CHARGED FOR THE CALL UNDER YOUR PHONE PLAN. YOU ARE RESPONSIBLE FOR ANY CHARGES THAT MAY BE BILLED TO YOU BY YOUR COMMUNICATIONS CARRIERS WHEN WE CONTACT YOU.

Gygler makes no representation or warranty with respect to the content of any such communications or any goods or services which may be obtained from third parties, and you agree that neither Gygler nor such third party shall have any liability with respect to the content of any such communications or any goods or services which may be obtained from such third parties. If you want to opt-out of receiving e-mails and other future contact from such third party you must contact the applicable third party directly. You acknowledge and agree that we shall not be a party to, or in any way responsible for, any transaction involving products or services made available from third parties or for any content relating to any products or services offered by third parties. You can opt-out of receiving communications from us by following the unsubscribe instructions included in our communications, changing your notification settings within the Platform, or contacting legal@gygler.com with your opt-out request.

Disclaimer of Warranties

EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND GYGLER SPECIFICALLY DISCLAIMS AND MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND SATISFACTORY QUALITY. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS TERMS OF SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GYGLER ALSO SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, AND TIMELINESS OF THE PERSONAL INFORMATION AND NON-PERSONAL INFORMATION AVAILABLE VIA THE PLATFORM AND THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE PLATFORM. GYGLER DOES NOT WARRANT THAT DEFECTS IN PERSONAL INFORMATION, NON-PERSONAL INFORMATION, OR THE PLATFORM WILL BE CORRECTED OR THAT PERSONAL INFORMATION, NON-PERSONAL INFORMATION, AND THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ORAL OR WRITTEN ADVICE GIVEN BY GYGLER OR AN AUTHORIZED REPRESENTATIVE OF GYGLER SHALL CREATE A WARRANTY WITH RESPECT TO THE PLATFORM. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK. You acknowledge and agree that this disclaimer of warranties was specifically bargained for and are acceptable to you and that your willingness to agree to this disclaimer of warranties is material to Gygler’s decision to enter into this Terms of Service. This disclaimer of warranties will be enforceable to the maximum extent permitted by applicable law.

Limitation on Liability

General Limitations

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF GYGLER, IF ANY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER WITH RESPECT TO THE PLATFORM, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, INFRINGEMENT OF ANY THIRD PARTY RIGHTS, PRODUCT LIABILITY, INDEMNITY, SUBROGATION, OR CONTRIBUTION, AND REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED, IN THE AGGREGATE, THE ACTUAL FEES RECEIVED BY GYGLER FOR YOUR USE OF THE PLATFORM DURING THE THEN IMMEDIATELY PAST THREE (3) MONTHS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCE WILL GYGLER BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, FOR COMPENSATION, REIMBURSEMENT, SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PRIVACY, LOSS OF DATA, LOSS OF OPPORTUNITY, OR OTHER INTANGIBLE LOSSES (EVEN IF GYGLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). GYGLER ASSUMES NO RISK AND SHALL BE SUBJECT TO NO LIABILITY FOR DAMAGES OR LOSS RESULTING FROM THE SPECIFIC USE OR APPLICATION MADE OF THE PERSONAL INFORMATION, NON-PERSONAL INFORMATION, OR PLATFORM. You acknowledge and agree that this limitation of liability was specifically bargained for and is acceptable to you and that your willingness to agree to this limitation of liability is material to Gygler’s decision to enter into this Terms of Service. This limitation of liability will be enforceable to the maximum extent permitted by applicable law.

Workplace Injuries or Conditions. Gygler does not supervise Gygs or control Client worksites. Any injuries you might suffer on the job, or unsafe conditions you encounter, are ultimately the responsibility of the Client or yourself. Gygler is not liable for on-site injuries, accidents, or losses that occur while you are working a Gyg. We encourage all users to prioritize safety and carry appropriate insurance as needed.

Acts of Clients or Others. Gygler is not responsible for any wrongdoing or negligence by a Client or its staff. For example, if a manager at a venue behaves inappropriately or fails to pay what was promised, Gygler is not responsible for resolving the matter. Similarly, Gygler is not liable for any third-party claims or damages arising from the services you provide for a Client. The agreement for a Gyg is solely between you and the applicable Client, and you assume the risk of dealing with the Client. We do not guarantee the quality or legality of any Client or Gyg.

Indemnification

Your Obligation. You shall indemnify and hold Gygler and each of Gygler’s parent company, officers, employees, agents, and other representatives (each, an “Indemnified Party”) harmless from and against any and all third party claims, suits, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs (each, a “Claim”), arising out of or relating to (a) your breach of this Terms of Service; (b) your violation of a law, rule, or regulation; (c) your negligence or misconduct (whether intentional or unintentional); (d) your actions or omissions with, for, or contrary to the rules of a Client; (e) your failure to report and pay your taxes; and (f) the Personal Information and Non-personal Information you provide through the Platform.

Procedures. We shall promptly notify you of the existence of a Claim; provided, however, that the failure to give such notice will not limit your indemnification obligations, except to the extent that Indemnifying Party is prejudiced by such failure. We shall maintain the right to employ our own counsel for the defense of the Claim, at your expense. You may not consent to any judgment or settlement of any Claim subject to your indemnification obligation under this Terms of Service without our prior written consent if such judgment or settlement imposes any obligation or liability upon Gygler.

Confidentiality

If you may gain access to non-public or otherwise confidential information of a Client, user of the Platform, or other Gyglers (“Confidential Information”), then you agree not to disclose or use such Confidential Information for any purpose except as you are specifically required to use such information pursuant to providing a service for a Client.

General

Entire Agreement; Amendment. This Terms of Service, which includes our Privacy Policy (which is hereby incorporated into and made a part of this Terms of Service by this reference), constitutes the entire understanding and agreement between you and Gygler with respect to this Terms of Service and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter of this Terms of Service.

Amendments and Modifications. This Terms of Service may only be amended, changed, or modified by a document accepted by both you and Gygler; provided, however, Gygler may update this Terms of Service, including, without limitation, the Privacy Policy, at any time and from time to time by posting such updates to the Platform and either providing notice to the last e-mail address on record for you or providing you with notice by other similar means, including, without limitation, providing you with notice upon your next access of the Platform. If an update changes how Gygler uses your Personal Information or applicable law otherwise requires your consent, then Gygler will also seek your consent prior to such update applying to you. Upon providing notice as noted above, updates which do not require your consent will be effective immediately and regardless of whether your consent is obtained.

No Waiver. No waiver of any provision of this Terms of Service or any rights or obligations of any party under this Terms of Service will be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

Assignment. The License to Access and Use is personal and you may not assign or transfer the License to Access and Use, this Terms of Service, or any right, interest, or obligation set forth in this Terms of Service, without the prior written consent of Gygler.

Binding Effect. This Terms of Service will be binding upon, inure to the benefit of, and be enforceable by the parties and their successors and permitted assigns. This Terms of Service will not be construed to give any person other than the parties any legal or equitable right, remedy, or claim under or with respect to this Terms of Service.

Cumulative Remedies. Except as provided in this Terms of Service, no remedy made available to either party by any of the provisions of this Terms of Service is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given under this Terms of Service or now or hereafter existing at law or in equity or by statute or otherwise.

Arbitration. All disputes arising out of or otherwise relating to this Terms of Service shall be resolved through final and binding arbitration on an individual basis. This includes, without limitation, all disputes arising out of or otherwise relating to a breach of this Terms of Service and any claims under state or federal laws relating to your relationship with Gygler. The arbitration will be administered by a neutral arbitrator through the American Arbitration Association (“AAA”) in accordance with its rules for commercial disputes (as applicable). The arbitration shall be governed by the Federal Arbitration Act (“FAA”) and not by any state law concerning arbitration. In general, the arbitrator will conduct the hearing by videoconference whenever feasible, or in the county where you reside, unless the parties agree otherwise. Each party will pay its own arbitration filing and legal fees.

Exceptions. The obligation to arbitrate disputes arising out of or otherwise relating to this Terms of Service does not include (i) disputes that by law are prohibited from resolution by arbitration; or (ii) equitable actions pursuant to which a party is seeking temporary or permanent injunctive relief in a court.

Opt-Out Right. You have the right to opt-out of the obligation to arbitrate if you notify Gygler in writing within thirty (30) days of accepting this Terms of Service. To opt-out, you must send a written notice to Gygler’s legal department at info@Gygler.com that you do not agree to arbitration. If you opt out of arbitration, disputes will be resolved in court on an individual basis to the extent permitted by applicable law.

Governing Law, Venue and Jurisdiction. This Terms of Service is governed by, and shall be construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Governing Venue and Jurisdiction. For any legal proceeding to enforce an arbitration award, legal proceeding that cannot be arbitrated per applicable law, or any equitable action arising out of or otherwise relating to this Terms of Service, the parties hereby expressly consent to the (i) venue of Orange County, Florida, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Orange County, Florida, USA

Jury Trial and Class Action Proceeding Waiver

THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL OR CLASS ACTION PROCEEDING FOR ANY ACTION OR PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS TERMS OF SERVICE. THE PARTIES EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) AGREES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS TERMS OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS JURY TRIAL AND CLASS ACTION PROCEEDING WAIVER. All disputes arising out of or otherwise relating to this Terms of Service will be resolved on an individual basis, and you agree you will not join or consolidate any claim you may have with the claim(s) of any other person or class. You further agree not to serve as a representative or member of any putative class or collective action against Gygler.

Prevailing Party Attorney’s Fees. The prevailing party in any arbitration, legal proceeding, or proceeding seeking injunctive relief arising out of or related to this Terms of Service will be entitled to an award of their reasonable attorney’s fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such arbitration, legal proceeding, or proceeding seeking injunctive relief, as well as at all levels of trial and appeal.

Irreparable Harm; Injunctive Relief. The parties acknowledge that any breach of this Terms of Service will result in irreparable harm to the other party. Each party agrees that the other party will be entitled to seek injunctive relief for any such breach.

Severability. If any provision of this Terms of Service is found invalid or unenforceable pursuant to judicial decree or decision, then the remainder of this Terms of Service will remain valid and enforceable according to its terms.

Relationship of the Parties. The parties acknowledge and agree that the parties are independent of each other, you are a customer of Gygler, and each party is responsible for its own taxes. This Terms of Service and the transactions between you and Gygler pursuant to this Terms of Service will not be interpreted as creating an employment, independent contractor, joint venture, or partnership relationship between you and Gygler.

Notices. Any notice or other communication required or permitted to be provided pursuant to this Terms of Service shall be given in writing and delivered in person, delivered by a nationally-recognized overnight courier service, or by email to the intended recipient at the address specified below and shall be deemed given upon receipt. Either party may from time to time change its address by giving the other party notice of the change in accordance with this section.

If to You: To the last address set forth in your Account.

Survival. Each of the provisions in Sections 2 (Intellectual Property Rights), 3 (Events Upon Termination), 4 (Disputes Between Clients and Gyglers), and 8 through 16 of this Terms of Service will survive the expiration or earlier termination of this Terms of Service.

Counterparts; Electronic Signature and Version. This Terms of Service may be accepted in multiple counterparts, each of which will be deemed an original and of equal force and effect, and all of which taken together will constitute one and the same instrument. This Terms of Service may be accepted by electronic acceptance, digital signature, or via other electronic means. Each party reserves the right to maintain a copy of the accepted Terms of Service in electronic form only, and each party hereby agrees that a print-out of such electronic copy of this Terms of Service will be deemed an original for all purposes.